There is no substitute for a culture of integrity in organizations. Compliance alone with the law is not enough. History shows that those who make a practice of skating close to the edge always wind up going over the line. A higher bar of ethics performance is necessary. That bar needs to be set and monitored in the boardroom.  ~J. Richard Finlay writing in The Globe and Mail.

Sound governance is not some abstract ideal or utopian pipe dream. Nor does it occur by accident or through sudden outbreaks of altruism. It happens when leaders lead with integrity, when directors actually direct and when stakeholders demand the highest level of ethics and accountability.  ~ J. Richard Finlay in testimony before the Standing Committee on Banking, Commerce and the Economy, Senate of Canada.

The Finlay Centre for Corporate & Public Governance is the longest continuously cited voice on modern governance standards. Our work over the course of four decades helped to build the new paradigm of ethics and accountability by which many corporations and public institutions are judged today.

The Finlay Centre was founded by J. Richard Finlay, one of the world’s most prescient voices for sound boardroom practices, sanity in CEO pay and the ethical responsibilities of trusted leaders. He coined the term stakeholder capitalism in the 1980s.

We pioneered the attributes of environmental responsibility, social purposefulness and successful governance decades before the arrival of ESG. Today we are trying to rebuild the trust that many dubious ESG practices have shattered. 


We were the first to predict seismic boardroom flashpoints and downfalls and played key roles in regulatory milestones and reforms.

We’re working to advance the agenda of the new boardroom and public institution of today: diversity at the table; ethics that shine through a culture of integrity; the next chapter in stakeholder capitalism; and leadership that stands as an unrelenting champion for all stakeholders.

Our landmark work in creating what we called a culture of integrity and the ethical practices of trusted organizations has been praised, recognized and replicated around the world.


Our rich institutional memory, combined with a record of innovative thinking for tomorrow’s challenges, provide umatached resources to corporate and public sector players.

Trust is the asset that is unseen until it is shattered.  When crisis hits, we know a thing or two about how to rebuild trust— especially in turbulent times.

We’re still one of the world’s most recognized voices on CEO pay and the role of boards as compensation credibility gatekeepers. Somebody has to be.

Twenty years ago, in an interview in BusinessWeek, I described soaring CEO pay as the mad cow disease of the North American boardroom, leaping from board-to-board rendering directors incapable of exercising good judgment and common sense. It seems I understated the affliction. At Google’s parent, Alphabet, for instance, where CEO Sundar Pichai received $225 million in 2022, four other senior officers pulled in between $24 million and $37 million each.  Yet their outsized pay barely ruffles the curtains of outrage. How is this possible?

One of the great underreported contributors in the rise of obscene levels of CEO pay is the role that so-called independent directors, mainly past and current CEOs, play in perpetuating a self-dealing system. While pushing up the CEO’s pay, they also get to reward themselves handsomely. Alphabet’s outside directors were paid between $434,000 and one million in 2022.  That was for just six formal meetings. Two of the three directors on the company’s compensation committee are big players in venture capital firms and the third retired recently from a top corporate slot. The built-in bias in favor of ever-increasing pay days for boardroom insiders has deep roots, deeper, than say, ESG, the latest boardroom craze to which Alphabet boasts strong commitment and has even turned into a bonus- generating machine.

Alphabet’s board shows a total lack of understanding of the “S” part of that moniker — social responsibility, which also contains a heavy ethics component.  When CEO pay reaches the point where ordinary people cannot look at these eye-popping sums without throwing up out of sheer revulsion, when the CEO makes more than 800 times the median Alphabet worker’s compensation, it undermines a company’s social legitimacy.

As A. A. Berle, one of the fathers of modern corporate governance — the “G” in ESG — observed some years ago, “Legitimacy, responsibility and accountability are essential to any power system if it is to endure.” I would not hold out much hope that Alphabet’s board will ever give out a bonus for outperforming on the legitimacy front.G